1. These shares (the "10b5-1 Plan Shares") were sold pursuant to a Rule 10b5-1 sales plan adopted by Mr. Fortunato on August 7, 2012.

2. These 10b5-1 Plan Shares were sold in multiple transactions at prices ranging from $41.00 to $41.07, inclusive, and the price reported reflects the weighted average price at which the 10b5-1 Plan Shares were sold. Mr. Fortunato undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

3. Option granted on March 16, 2007. This option, representing a right to purchase 1,262,877 shares of Common Stock, vested in four equal installments on March 16, 2008, 2009, 2010 and 2011.

/s/ Gavin O'Connor, by power of attorney

10/12/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).